SMITH A O CORP — Director's Dealing 2012

Nov 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-10-31

Reporting Person: JONES PAUL W (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	168900	$19.003	Acquired	324844	Direct
2012-10-31	Common Stock	F	104343	$19.003	Disposed	220501	Direct
2012-10-31	Common Stock	G	6000	—	Disposed	214501	Direct
2012-11-01	Common Stock	S	64557	$61.3437	Disposed	149944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Employee Stock Options (Right to Buy)	$19.003	M	168900	Disposed	2019-02-09	Common Stock (168900)	Direct

Footnotes

F1: The employee stock options were granted on 02/10/2009 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options became exerciable in three annual installments of 1/3 of the award starting on 02/09/2010.

F2: Gift